Form 4: Synovus EVP Howard Reports Post-Merger Share Conversion

Synovus EVP Kevin Howard reports changes in beneficial ownership following the merger with Pinnacle Financial Partners, including common stock, RSUs, and PSUs converted to New Pinnacle shares.

Summary

• Kevin Joseph Howard, EVP, Chief Wholesale Bank. Off of Synovus Financial Corp., reported changes in beneficial ownership of securities.
• The reported changes are a direct result of the merger between Synovus Financial Corp. and Pinnacle Financial Partners, Inc. (now New Pinnacle), which became effective on January 1, 2026.
• Each share of Synovus Common Stock was converted into 0.5237 shares of New Pinnacle Common Stock at the Effective Time of the merger.
• Howard now beneficially owns 77,698 shares of New Pinnacle Common Stock.
• This reported common stock total includes a correction of 3,622 shares from a previous Form 4 filing on December 15, 2025, which had overstated the number of shares withheld for tax obligations.
• Additionally, the common stock total includes 368 shares acquired through dividend accruals and Synovus' Employee Stock Purchase Plan.
• Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) were also converted into New Pinnacle Common Stock based on the 0.5237 exchange ratio.
• A total of 7,668 PSUs (based on maximum performance) and 3,305 RSUs were converted.
• The converted PSUs also include 232 shares acquired through dividend accruals.

Sentiment

Score: 6

Explanation: The filing is largely administrative, reporting the expected conversion of securities due to a merger. The correction of a previous error, which increased the reported beneficial ownership, adds a slight positive nuance, indicating improved accuracy and a higher actual holding for the executive.

Positives

• The filing corrects an error from a previous Form 4, adding 3,622 shares to the reported beneficial ownership, indicating a higher actual holding for the executive than previously stated.
• The executive acquired 368 shares through dividend accruals and the Employee Stock Purchase Plan, reflecting ongoing participation and benefits.
• An additional 232 shares were acquired through dividend accruals on Performance Stock Units.

Future Outlook

The filing does not provide any forward-looking statements or guidance beyond the completion of the merger and the resulting conversion of securities.

Management Comments

• "On 11:59 p.m. ET on January 1, 2026 (the 'Effective Time'), in accordance with the completion of the transactions contemplated by the Agreement and Plan of Merger (the 'Merger Agreement'), dated as of July 24, 2025, by and among Synovus Financial Corp., Pinnacle Financial Partners, Inc., and New Pinnacle, and subject to the terms and upon the conditions set forth in the Merger Agreement, each share of common stock of Synovus was converted into 0.5237 shares of common stock of New Pinnacle."
• "This number includes an additional 3,622 shares to correct an error in Form 4 filed by the reporting person on December 15, 2025, which overstated the number of shares withheld to satisfy tax withholding obligations in connection with the reported transactions."

Industry Context

This filing reflects a completed merger within the financial services industry, specifically in the banking sector. Such consolidation is a common trend, often driven by factors like economies of scale, market expansion, and competitive pressures. The conversion of executive equity awards is a standard administrative procedure in post-merger integration.

Comparison to Industry Standards

• The conversion of Synovus common stock and equity awards (RSUs, PSUs) into shares of the acquiring entity (New Pinnacle) at a predetermined exchange ratio is a standard practice in corporate mergers and acquisitions within the financial industry.
• The correction of a previous filing error, while not ideal, demonstrates adherence to SEC reporting requirements and transparency, which is expected of publicly traded financial institutions.
• The inclusion of shares from dividend accruals and an Employee Stock Purchase Plan (ESPP) for an executive is a common component of executive compensation and benefits packages in the banking sector.

Stakeholder Impact

• Shareholders of Synovus Financial Corp. are now shareholders of New Pinnacle, with their Synovus shares converted at the specified exchange ratio.
• Employees holding equity awards (RSUs, PSUs) in Synovus have had these awards converted into equivalent awards in New Pinnacle, maintaining their equity interest in the combined entity.

Key Dates

Keywords

Synovus Financial Corp, SNV, Pinnacle Financial Partners, New Pinnacle, Kevin Joseph Howard, Form 4, beneficial ownership, merger, common stock, restricted stock units, performance stock units, executive compensation, insider transaction